The new three-board comprehensively deepens the reform to take another step. On january 3rd the sfc solicited public views on the guidelines for publicly-raised securities investment funds investing in the national system for the transfer of shares of small and medium-sized enterprises (smes). This means that public funds can finally \"enter the market\" new third board.
In order to standardize the behavior of the public offering fund investment in the new three-board listed shares and promote the public offering fund industry to better serve the financing and development of small and medium-sized enterprises, the sfc drafted a total of 15 guidelines, including six main contents, including regulating the scope of fund investment, only allowing stock funds, bond funds, mixed funds to invest in the new three-board selection layer.
In fact, as early as 2015, the sfc said it was studying the development of business guidelines for public funds to invest in new third boards, and issued papers to support closed and mixed public funds to invest in new third board listed securities. On June 25,2018, the central bank and other five ministries jointly released \"Opinions on Further Deepening the Financial Services of Small and Micro Enterprises,\" and also proposed to push institutional investors such as public offering funds into the new three boards.
By October 2019, the SFC announced the launch of a comprehensive deepening of the new three-board reform, one of the key reform measures is the introduction of public funds and other long-term funds. On December 27,2019, the National Equity Corporation issued and implemented the first batch of seven business rules for deepening the reform of the new three boards, in which the Measures on the Appropriateness of Investors stipulated that institutional investors such as the assets management products of securities companies, the products of fund management companies and their subsidiary companies, as stipulated in Article 8, paragraph 1, item 2 and item 3 of the Measures on the Appropriateness Management of Securities and Futures Investors, could apply for participation in the issuance and trading of listed companies'shares.
Fu lichun, director of northeast securities research, said the sfc had made clear that stocks, bonds and mixed public offering funds could be directly invested in selected layer stocks of the new three boards, which could be different from the new third board products of institutions such as the previous public offering funds. Public offering funds can directly participate in the investment of the new three-board selection layer, and the threshold for ordinary investors to buy the new three-board public offering fund will be greatly reduced, which means that the degree of individual investors'participation in the selection layer will be greatly increased, plus the threshold of individual investors in the selection layer has been reduced to 1 million, and the investment liquidity of the new three-board selection layer has been reasonably guaranteed. future, including institutional investors such as QFII to enter the new third board is worth looking forward to.
Also on January 3, the National Stock Exchange Corporation issued the implementation of the second batch of six new three-board reform business rules, including the \"targeted issuance rules \",\" Information Disclosure Rules \",\" listed corporate governance rules\" three basic business rules. Three pieces of business rules were publicly solicited on November 8,2019, and the official documents were revised to a certain extent compared to the draft for comments.
The 《 Rules on Directed Issuance, drawing on the concept of registration system, have optimized the mechanism of directional issuance review; removed the restriction of no more than 35 new shareholders in a single issue; allowed listing and issuance simultaneously, introduced self-run issuance, improved the mechanism of authorized issuance and improved the efficiency of financing; and allowed issuers to use the funds raised after capital verification to reduce the idle cost of funds. Compared with the draft request for comments, the official document makes clear that there are no outstanding share repurchase items for the issuer prior to the implementation of the targeted issue; adjusts the requirement of the shareholding ratio of the associated shareholders to avoid voting in a specific situation, and adjusts the requirement of 10% to 5% to avoid any ambiguity in the wording of the restricted sale of the additional shares listed at the same time.
The 《 Information Disclosure Rules make differentiated arrangements for the information disclosure requirements of listed companies at different market levels, and effectively improve the quality of information disclosure of listed companies. Compared with the draft request for comment, the official document made three adjustments, including a 20 per cent correction and apology ratio for the performance KuaiBao, pre-announces, and a lower disclosure burden at the base level, which would no longer encourage the disclosure of quarterly reports and would further simplify the disclosure of periodic reports.
《 listed corporate governance rules combined with the degree of publicization and equity dispersion, the selection layer, innovation layer, basic layer of the company made differentiated corporate governance arrangements. Compared with the draft for comments, the official document sets out the time requirements for the annual general meeting of listed companies at all levels, which should be held within six months after the end of the previous fiscal year; prohibits cross-shareholding and makes clear that the holding subsidiary of the listed company shall not acquire the shares of the listed company; limits the number of directors and senior management personnel to more than one-half of the total number of directors to apply only to the selected listed company; and specifies that the exemption for transactions within the scope of the consolidated statements of the listed company performs the deliberation procedure in accordance with the provisions.
After the reform, the new three-board listed companies at all levels of the implementation of differentiated information disclosure requirements and corporate governance requirements, overall to select layer companies the most stringent requirements. In information disclosure, basic companies focus on the disclosure of annual reports and semi-annual reports, the content of which requires modest simplification; innovation companies implement disclosure requirements for moderate standards, and audit requirements for the implementation of audit standards for key items; select layer companies require disclosure of quarterly reports, performance forecasts, periodic reports disclose the most detailed content, and increase the audit requirements for semi-annual reports on specific matters such as stock delivery, capital stock conversion and equity.
In the aspect of corporate governance, the selection layer company should provide network voting when holding shareholders'general meeting, the innovation layer with more than 200 shareholders, and the foundation layer company should provide network voting when considering the matters that need to be counted separately. Select layer company should adopt accumulative vote, independent director system. Select layer company should be in the company's articles of association for profit distribution, a certain proportion of cash dividends relative to the stock dividend priority. In addition, three levels of listed companies apply differentiated consideration criteria when considering and disclosing significant transactions and related party transactions.
The fourth is to standardize the valuation of public funds, fund managers and fund custodians should use fair valuation method to value listed stocks. The side pocket mechanism can be enabled when there is significant uncertainty about the value of the stock and the potential large redemption application.
The sixth is to strengthen the appropriate management of investors, requiring fund managers and sales institutions to do a good job of product risk rating, investor risk tolerance identification and investor education and other related work. (Reporter Gu Zhijuan).